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Minority shareholders and commercial companies

Anonim

"Silent shareholding"

In commercial companies, even of a certain economic importance, there is usually a large group of owners of shares that remain as scarcely significant as if they really did not exist, because they play a merely formal role in the operation of the company. This includes small anonymous shareholders who remain vigilant about the dividend and are confident that their investment will appreciate. They give themselves consciously or unconsciously to the determinations that managers adopt in relation to the progress of society. This generally significant and politically insignificant group, although it occasionally appears in the votes to form a majority, is what is considered silent shareholders. His limited participation in social resolutions makes regulatory laws a dead letter,since the government of the company corresponds to a minority shareholder that has the majority of control and is the one who establishes the government resolutions. Given the reckless agreements that are sometimes adopted, the use of society for purposes other than its corporate purpose and that this minority primarily serves their own interests by placing them above those of society, strict limits should be set to its leading role and make way for that other virtually invisible shareholder.of the use of society for purposes other than its corporate purpose and that this minority primarily serves its own interests, placing them above those of society, should place strict limits on its role and make way for that other virtually invisible shareholder.of the use of society for purposes other than its corporate purpose and that this minority primarily serves its own interests, placing them above those of society, should place strict limits on its role and give way to that other virtually invisible shareholder.

Although the laws that govern the operation of the aforementioned companies at the level of global economies, give shareholders a leading role and even powers that legitimize them to assert their rights and those of society by going to court, in the actual operation of society its role is purely symbolic. Its scarce power resides in the lack of sense of coordination and unity of action of this irrelevant shareholder in a panorama in which elitist principles are imposed at all levels. But beyond the symbolism, on the commercial level,The fact is that if money has been invested in the company as a shareholder and consequently there is a risk of loss, they should intervene in the control of the company directly and without being subject to controlled bureaucratic demands from the minority of power. On the other hand, legal proceedings do not seem to be the solution in certain cases, both because they are costly and time-consuming, and because they are not immediate. It is not reasonable that the majority and its representatives are legitimized to act freely handling other people's money without due prudence, and in fact it happens that, as there is no control by the silent shareholders, they can manage the company at will. To cover appearances, if you operate from a dimension of power before a lazy shareholder,enough good words and projects are enough to try to justify hypothetical future benefits for society. In the face of rhetoric, it is not superfluous to resort to means of prevention and permanent calls to rationality. This is where it is necessary for the invisible shareholder to be present to limit dislates, because their investment is at stake, and if management gives in to the waste, any action in court will be of little use if when it comes to remedying the funds have been volatilized. To face such situations, prevention is essential.This is where it is necessary for the invisible shareholder to be present to limit dislates, because their investment is at stake, and if management gives in to the waste, any action in court will be of little use if when it comes to remedying the funds have been volatilized. To face such situations, prevention is essential.This is where it is necessary for the invisible shareholder to be present to limit dislates, because their investment is at stake, and if management gives in to the waste, any action in court will be of little use if when it comes to remedying the funds have been volatilized. To face such situations, prevention is essential.

Whoever manages the company is usually an administrator, CEO or CEO - sometimes not a majority shareholder, even a person outside the company - with the support of the board of directors, which is the voice of the majority capital. In short, whether directly or indirectly, a minority representative of the large shareholder, without the minority shareholder being present - and if it is, appears in an ornamental role -, is what marks the direction of the company for better or for bad for the shareholders. The question that arises is that, taking advantage of the dominant position, this minority, following a practice that is beginning to become common, distributes among them important funds of the society in the form of disproportionate salaries, bonuses, shields, fabulous withdrawals and other perks, to the detriment of shareholder interests.Equally, with his intervention, shareholder money can be generously distributed by signing characters, who play an ornamental role in society, arguing, for example, their influence in the political sphere or, in extreme cases, dedicating it to criminal activities. On other occasions they carry out mergers or business acquisitions that speak of synergies, although they are not clear; on the other hand, the direct benefits in the form of commissions for the group of managers that have decided to happily spend the money of the company promoting the operation turn out to be real. Faced with such current outlays worldwide, made in proportion to the economic weight of society, ordinary shareholders remain passive,since it does not have the powers to remedy it effectively and it only has its right to give an opinion.

The general meeting, as the highest body of the company, comes to ratify the majority capital thesis, without the rest of the shareholders having real capacity to prevail, simply because it is in the minority. Although the initiative is taken by the minorities to oppose it, their ability to influence is null since the agenda has already been previously approved. In such a way that the decisions are not made by the shareholders at the meeting, but by the majority shareholders previously, with which the board only serves to give legal form to previous agreements.

Thus, power in a large part of societies at the national and multinational level is exercised by a shareholder oligarchy, and the question is whether the exercise of power is followed by responsibility. When the determinations are correct, even the advantages they enjoy can be validated, but when the society does not obtain the expected results or even the extreme situation of disappearance is reached, in most cases the shareholder oligarchy and its administrators do not they necessarily respond to shareholders in general, despite having acted with complete freedom in the management of the company, when the advantages they have enjoyed were aimed at the company obtaining benefits. With what they have breached their part of the contract. Consequently, they must compensate their silent shareholders for their losses,since they have not been allowed to intervene in the management of the company forced to assume the criterion of majority capital. While the latter has fired with someone else's gunpowder using a principle of trust and has happily spent the money of the others in a failed business adventure.

Without falling into cooperativism, the need for an executive and permanent oversight body of silent shareholders over the activities of the leading group is essential for the good progress of any mercantile society. The associative spirit requires equality of substance, without prejudice to the weight of the vote in terms of making reasonable decisions, so that the power of the majority of capital should not be exercised without the personal majority of shareholders. In this way, the silent shareholder would cease to be that invisible investor to assume a controlling role, thus becoming an active part of society.

Minority shareholders and commercial companies